Applicant began using marijuana and alcohol when he was
12 years old. During high school, he progressed to more serious
drugs, and cocaine became his drug of choice. Applicant also
began selling drugs to his friends and classmates to support his
drug use. In 1983, when applicant was 17, he dropped out of high
school and left home. He completed his GED and worked a variety
of jobs while continuing to use drugs. At one point, applicant
contacted his parents for help, and his mother took him to a
residential drug treatment program. Although applicant was
supposed to remain in the program for six to eight weeks, he left
after just a few days.

Applicant resumed using drugs and became more involved
in selling them. During the late 1980s and early 1990s,
applicant was convicted of felony possession of a controlled
substance, for which he served a few months in county jail, and a
variety of misdemeanors including unlawful possession of a
concealed weapon, shoplifting, and driving under the influence.
Applicant also violated the terms of his probation by continuing
to use drugs and alcohol and by paying someone else to
impersonate him at a court-ordered drug treatment program.
During that time, applicant also had numerous traffic violations
and failed to appear in court multiple times, leading to warrants
for his arrest. In addition, on two occasions, applicant gave
police officers a false name.

Applicant's drug-related activity continued to
escalate. By late 1991, applicant was a mid-level drug dealer;
he would buy large quantities of cocaine and sell to other
dealers. In April 1992, the California police arrested him
during a drug sting, and a grand jury charged him with conspiracy
to distribute cocaine. He pleaded guilty to the felony drug
charge and served approximately three years of a five-year
sentence in a California state prison.

While in prison, applicant began to turn his life
around. Applicant stopped using drugs, began taking college
courses, and dealt with his unresolved criminal charges and
warrants. After his release in 1994, applicant returned to
Oregon. He continued his college education. He also obtained a
bookkeeper position with a small software company. After about
nine months, applicant applied for a part-time computer operator
position with Smith Barney, an investment firm.

After being offered the job, applicant spent two days
learning Smith Barney's computer system. On his second day,
applicant told the assistant manager about his felony conviction.
Although the assistant manager thought that applicant had paid
his debt to society, he talked with his supervisors at Smith
Barney. Ultimately, they decided not to employ applicant because
they were unsure, based on his background, if they would be able
to obtain a bond for him.

After his experience at Smith Barney, applicant
accurately answered the questions that prospective employers
asked him. (2) However, he did not go beyond answering the
specific questions that they asked or disclose his prior drug use
or convictions. In late 1995, applicant successfully applied for
part-time positions with two companies, Bardsley Neidhart, a
market research company, and Fi.Comm, an investor relations firm.
Applicant worked the two part-time jobs simultaneously for a
short time before getting a full-time position with Fi.Comm.
Based on his work, the president of Fi.Comm promoted applicant to
be an account executive. In that position, applicant worked with
public companies and managed the release of those companies'
information to current and potential investors. Over the next
two years, while working full time at Fi.Comm, applicant got
married, earned a Bachelor of Science degree in Business
Administration from Linfield College, and completed his parole.

Columbia Sportswear was one of the clients that
applicant worked with as a Fi.Comm account executive. In 1998,
Columbia decided to bring their investor relations work in-house.
Having been impressed with applicant's work, Columbia asked him
to work as its Director of Investor Relations. Applicant
accepted the offer and did not fill out a formal job application
until after he had begun work at Columbia. That application
asked whether applicant had been convicted of a crime involving
dishonesty or breach of trust. Applicant answered that question
"no." He did not go beyond that question and disclose his
previous drug convictions. However, after he had been working at
Columbia for about six months, he came forward and voluntarily
told his employer about his prior convictions and past drug use.

Applicant first disclosed his prior convictions and
former drug use to his direct supervisor, Tim Boyle. Although
applicant's past surprised Boyle, Boyle remained impressed with
applicant's abilities and performance. Boyle told applicant that
he should talk about his convictions with Columbia's general
counsel, Davis. Davis, who previously had been a prosecutor,
stated that applicant's disclosure did not lead him to question
either applicant's ability to do his job or his trustworthiness.
However, some other Columbia employees questioned whether
applicant had lied on his employment application when answering
the question about convictions. Davis pulled applicant's file,
read his employment application, and determined that applicant
had truthfully answered the questions.

Applicant's supervisors at Columbia found applicant to
be bright, hard-working, and very competent. The company
received an investor relations award, and Columbia's president
and CEO explained that the award "was primarily based on
[applicant's] diligent work." Applicant's supervisors
recommended him for a promotion, and a Columbia executive
selected applicant, from a group of qualified employees, to be
the Director of Operations for Columbia's new Sorel division.

When applicant raised the idea of attending law school,
his Columbia supervisors were supportive. So, while working full
time at Columbia and raising three children with his wife,
applicant also began attending the night program at Lewis & Clark
Law School. During law school, applicant studied for and passed
the Certified Public Accountant exam and received his accounting
license from the Oregon Board of Accountancy. Applicant also
began serving as a member of the board of directors of the
National Crime Victims Law Institute. In 2002, applicant
graduated in the top half of his class from Lewis & Clark Law
School.

Applicant has remained drug free since his conviction
in 1992. He continues to drink alcohol occasionally and has done
so, with one exception, in moderation. That exception occurred
in 2000 while applicant was a student at Lewis & Clark Law
School. He became intoxicated at a Portland Waterfront festival.
As he was leaving the festival, applicant jaywalked in front of a
police officer. The officer and applicant had a brief exchange,
and the officer took applicant to the Hooper Center Sobering
Station where he remained for two hours before being released.

After graduating from law school, applicant applied to
sit for the July 2002 bar examination and for admission to
practice law in Oregon. On his application, applicant completely
disclosed his past convictions and drug use as well as the fact
that he had numerous traffic and parking tickets. At the Board
of Bar Examiners' request, applicant participated in a small
group interview with two board members and provided additional
information and documents relating to his past. Applicant also
told the board of relevant events that had occurred since
submitting his application, such as receiving traffic tickets and
being invited to join the Board of the Portland Youth
Philharmonic. The board allowed applicant to sit for the July
2002 bar examination but reserved the right to determine whether
he was qualified for admission.

Applicant passed the bar examination, but the board
determined that he was not eligible to apply for admission to the
Bar pursuant to RFA 3.10. That rule prohibits an applicant from
applying for admission to the Bar if the applicant has been
convicted of a crime that would have resulted in disbarment had
the applicant been a lawyer. Pursuant to the board's
recommendation, this court notified applicant that he was not
eligible to apply for admission, and applicant filed a petition
for reconsideration and waiver of RFA 3.10. In his petition,
applicant offered substantial evidence that he had reformed. He
also argued that (1) RFA 3.10 violated his due process rights
because it did not provide for a hearing; (2) RFA 3.10 contains
an unworkable test in that many of the criteria that the court
considers in determining whether to disbar a lawyer are not
applicable to non-lawyers; and (3) RFA 3.10 is inconsistent with
ORS 9.220(2)(a) because that statute requires that an applicant
possess the requisite moral character and fitness to practice law
at the time of application.

The board did not oppose applicant's petition. This
court allowed the petition for reconsideration and waiver in
November 2002. The court issued the following order:

"Sean McCarver Beers has petitioned for
reconsideration of the court's decision that he is not
eligible to apply for admission to the practice of law
in Oregon, and for waiver of Rule for Admission 3.10.
The petition is allowed.

"IT IS ORDERED that Rule for Admission 3.10 is
waived to the extent that Mr. Beers shall be permitted
to apply for admission to the practice of law in
Oregon. Further, Mr. Beers' application is remanded to
the Board of Bar Examiners for a character and fitness
hearing."

The board held applicant's character and fitness
hearing over two days in May and June of 2004. In addition to
evidence concerning whether applicant had omitted information in
applying for work or admission, an issue that we discuss below,
the evidence at the hearing fell primarily into two categories:
character references and a psychological evaluation of applicant.

Nineteen persons from the legal and business
communities came forward on applicant's behalf. They included a
retired Oregon judge, the dean of Lewis & Clark Law School, top
executives from Columbia, former business clients and employers,
and numerous members of the Bar. All of them supported
applicant's admission to the Bar. The recommendation from Peter
Bragdon, former chief of staff to the Governor and current
general counsel at Columbia, is typical. Bragdon explained that
he had known applicant since 1998 and that applicant had been
forthright with Bragdon about his past. Bragdon stated:

"[Applicant] made some significant mistakes earlier in
his life. I am convinced that he understands that, and
that he has worked overtime since then to make up for
those errors and improve himself and the lives of those
around him. Columbia is certainly better off for his
efforts, as are the friends and others who surround
him. He has earned the trust and confidence of all of
us at Columbia, through hard work and forthright
behavior. In the several years I have known and worked
with [applicant], I have never had occasion to question
his honesty or integrity."

Dr. Blakeslee, a psychologist who evaluated applicant
at the board's request, submitted a report and also testified.
Blakeslee had met with applicant for five sessions, had applicant
complete two psychological evaluations, and watched applicant
testify. Blakeslee concluded that applicant genuinely had
reformed and offered the opinion, when asked, that applicant
presently possessed the moral character and fitness to be a
lawyer. Blakeslee explained,

"changing his life as [applicant] has is tremendously
difficult and cannot be sustained for as long as it has
without significant changes in behavior, attitudes and
personality structure. It appears that these changes
have genuinely occurred based upon all the data
provided."

Blakeslee also stated that applicant held himself to a high moral
standard and, since being released from prison, had acted in
accordance with that standard.

Blakeslee found that applicant did not suffer any
addiction to illegal drugs or alcohol that would compromise his
abilities as a lawyer. Although applicant was at a higher risk
for drug activity then the general population because of his
past, the likelihood of a relapse was marginal based on
applicant's "stable, prolonged period of sobriety," his "stable,
advancing employment," and his "stable and rewarding marriage."

Following the hearing, the board concluded that RFA
3.10 prohibited applicant's admission and that applicant did not
possess the requisite character and fitness for admission to
practice law. In October 2004, the board recommended that this
court deny applicant admission to the Bar. Applicant petitioned
for review.

On review, the board argues initially that RFA 3.10
precludes applicant from admission to the Bar. (3) The board
recognizes that this court waived that rule in its November 2002
order. However, focusing on the part of the order that states,
"[RFA] 3.10 is waived to the extent that [applicant] shall be
permitted to apply for admission," the board argues that the
order did not waive RFA 3.10 in its entirety but waived only the
part of the rule that prohibited applicant from even applying for
admission. The board reasons that the remainder of RFA 3.10
still applies and that the board's only task on remand was to
evaluate whether, if applicant had been a lawyer at the time of
his conviction, he would have been disbarred.

The board's interpretation overlooks the fact that
applicant did not argue only that he was entitled to a hearing
when he asked the court to waive the rule. He also argued that
the criteria within the rule were ill-suited or inapplicable to
nonlawyers and inconsistent with ORS 9.220. Consistently with
those arguments, this court's order included the following
sentence: "Further, [applicant's] application is remanded to the
Board of Bar Examiners for a character and fitness hearing."

The phrase "character and fitness hearing" has a well
established meaning. The Rules for Admission describe a
"character and fitness" hearing as follows:

"(2) Purpose. The hearing panel, in its character
review proceeding, shall inquire into whether an
applicant possesses the requisite character and fitness
to practice law in Oregon."

RFA 9.10. As this court's order makes clear, the court did not
merely direct the board to hold a hearing on remand. Rather,
because the court was satisfied that applicant had made a
substantial preliminary showing that he had reformed, the court
waived RFA 3.10 and directed the board to apply the standards
stated in ORS 9.220(2) to determine whether applicant presently
possesses the good moral character and fitness required to
practice law in Oregon. We turn to that inquiry.

An applicant for admission to the Bar must show that he
or she is "a person of good moral character and fit to practice
law." ORS 9.220(2)(a). Applicant's past actions are relevant to
his present character and fitness, In re Fine, 303 Or 314, 322,
736 P2d 183 (1987), and we recognize, as RFA 3.10 does, that some
prior criminal actions may be so severe that they would
disqualify an applicant from admission. In this case, however,
applicant's past criminal acts arose out of and were a
consequence of a dependency on controlled substances beginning in
childhood and lasting into early adulthood. We do not condone or
minimize his actions, but we also cannot overlook the fact, as
the board's psychologist observed, that his criminal acts do not
reflect any "sort of sociopathy or antisocial behavior." Rather,
they reflect a dependency on controlled substances that, by all
accounts, is in complete remission.

We accordingly proceed to the question whether
applicant has reformed. SeeIn re Covington, 334 Or 376, 382, 50
P3d 233 (2002) (stating proposition). Applicant bears the burden
of proving by clear and convincing evidence that he has done so,
id., and any significant doubt about an applicant's character and
fitness should be resolved in favor of protecting the public. In
re Jaffee, 319 Or 172, 177, 874 P2d 1299 (1994). Although
reformation is difficult to prove, it can be proved to this
court's satisfaction. See, e.g., In re Rowell, 305 Or 584, 754
P2d 905 (1988) (demonstrating proposition).

On that point, the board acknowledges that applicant
has provided "an impressive array of evidence and recommendations
indicating that he presently is a productive member of society
and a valued employee of Columbia." The board accurately
summarizes some of that evidence:

"[Applicant] has reconciled with his parents and
has started a family of his own. He has diligently
educated himself, beginning in prison and continuing
with further education while working full-time. He
passed the certified public accountant examination and
received certification by that body. He has involved
himself with the National Crime Victim's Law Institute,
where he currently serves on the board of directors.
At the time of the hearing in this matter, he was also
seeking a position on the board of a youth philharmonic
organization."

The board also acknowledges that the people who have worked with
and know applicant recognize that he has turned his life around.
As the board recognizes, people whose experience and judgment
command respect strongly endorse and support his admission to the
Bar.

The board does not contend that applicant has a present
problem with drug addiction. The board recognizes that applicant
has not used illegal drugs since his 1992 arrest, and the board's
own psychologist, Blakeslee, has concluded that applicant's
dependence on drugs and alcohol is in "sustained full remission" -- a condition that he described as "fairly remarkable." If the
condition that gave rise to applicant's earlier criminal behavior
is in "sustained full remission" and if applicant truly has
turned his life around, what basis is there for saying that he
has not reformed?

The board identifies primarily three factors that
continue to cause it concern. It notes that, because applicant
has not undergone formal treatment for his drug dependence, it
lacks confidence that his recovery is complete. Blakeslee
explained, however, that people change their behavior for
different reasons. He identified the basis for applicant's
change and explained why he had confidence that the change was a
durable one. We have no basis on this record for questioning
that conclusion.

The board also questions whether applicant's occasional
alcohol consumption may be a problem. In the last 12 years, the
only instance in which plaintiff's use of alcohol has presented
any problem is the incident at the Portland Waterfront. The
board's psychologist knew about the Portland Waterfront incident
when he concluded that applicant did not have an alcohol
addiction or a problem that would call his fitness to practice
law into question. We accept his professional opinion. Cf.In
re Rowell, 305 Or at 589 (holding, on facts of that case, that
applicant's continued use of alcohol did not establish present
problem).

The board's only remaining challenge to applicant's
present character and fitness is its claim that applicant has
demonstrated a lack of candor about his past in applying for jobs
and for admission to the Bar. The board asserts that applicant
failed to be forthcoming when he applied for work with his
employers and with Columbia in particular. We do not attribute
the same significance to applicant's conduct as the board does.

Applicant admits that he should have included his
shoplifting conviction on his Columbia application when asked if
he had been convicted of a crime of dishonesty, and we agree.
SeeState v. Gallant, 307 Or 152, 157, 764 P2d 920 (1988)
(shoplifting is crime of dishonesty for purposes of impeachment
under OEC 609). However, applicant went a long way toward
ameliorating that omission in his later discussions with Columbia
personnel. We also note, with some interest, that a Columbia
executive testified that, in his view, applicant had answered the
question truthfully. In sum, we do not find this incident to be
disqualifying.

The board also asserts that applicant was not
completely forthright with the board, particularly on his bar
application. The board asserts that applicant provided false or
incomplete answers when asked whether he had ever been denied a
bond, undergone in-patient substance abuse treatment, or been
known by another name, and when asked to list his previous five
employers.

Applicant, however, correctly answered "no" to the
question whether he had ever been denied a bond. Applicant had
never applied for a bond, nor had Smith Barney ever applied for a
bond on applicant's behalf. Applicant could have gone beyond the
question the board asked, but the manner in which he chose to
answer it was not untruthful either by affirmative statement or
by omission.

We also find that that applicant did not provide false
information by stating that he had undergone in-house drug
treatment when he had attended but had not completed that
treatment. The question that the board asked was whether
applicant had "ever had a dependency upon, undergone treatment
for, or been discharged from employment for the use of a
controlled substance or alcohol." Applicant checked "yes" and
disclosed that he had had a drug addiction in the past and also
had undergone in-house drug treatment. The point of the question
was to inquire, in three different ways, whether applicant had a
dependency on alcohol or controlled substances. By stating that
he had had a drug addiction in the past and that he had undergone
in-house drug treatment, applicant accurately disclosed that he
had had a problem.

The board also notes that applicant did not respond
accurately when asked "[have you] ever been known by any other
name." He did not disclose that he had given a false name to
police officers in his youth. As the phrase "known by" suggests,
the point of the question is to provide the board with
alternative names to include in researching an applicant's past,
not to determine whether an applicant has ever used a false name.
Although disclosing his use of a false name in response to the
question would have been prudent, we do not find the omission as
significant as the board does.

The board also notes that applicant had failed to list
two of his former employers. Applicant explained that he had not
listed Bardsley & Neidhart and Smith Barney because he had been
at each company for a short period of time and also because
applicant was not sure he had ever been employed by Smith Barney.
Although applicant may have been less than thorough in not
including the two companies, there is no indication that he was
attempting to hide information from the board. Without
minimizing the board's concerns about candor, we are satisfied
that applicant disclosed every relevant fact to the board and did
not try to hamper the board's review in any way. Indeed, the
board conceded that it did not uncover any evidence that
reflected poorly on applicant's character beyond the facts that
applicant told them.

Finally, the board focuses on selected parts of
Blakeslee's testimony to support its assertion that applicant has
a tendency not to be candid. The board takes Blakeslee's
testimony out of context. It is true that, when questioned about
what the board characterizes as applicant's omissions on his bar
application and lack of candor with his employers, Blakeslee
stated that applicant had a tendency to "shad[e] information in a
way that benefits him." Blakeslee noted, however, that applicant
had not manifested any tendency to manipulate information at
work. As Blakeslee explained, "[u]nder a tremendous amount of
stress [applicant is] able to maintain his moral character to a
sufficient degree." Fairly read, Blakeslee's testimony does not
support the board's position; it cuts against it.

Viewing the record as a whole, we are convinced that
applicant has reformed. A significant amount of time has passed
since the conduct in question. SeeRowell, 305 Or at 591-92
(recognizing significance of time). Applicant has not engaged in
any criminal activities, including illegal drug use, in the past
12 years. Also, as Blakeslee testified, applicant has accepted
responsibility for his actions. Seeid. at 591 (recognizing
significance of accepting responsibility). Balancing a very full
life, applicant has been remarkably successful in his achieving
his personal, professional, and educational goals. Seeid. at
592 (recognizing significance of such achievements). In addition
to his activities that benefit him personally, applicant has been
serving on the board of on nonprofit organization and is in the
process of joining another. Seeid. at 591 (recognizing
significance of participating in activities for the public good).
Finally, applicant's references are impressive and include many
members of the Bar who are aware of applicant's past and are
sensitive to the board's considerations. Three of applicant's
references knew him when he was involved with drug use and other
criminal activity. Seeid. at 590 (recognizing that statements
from persons who knew an applicant now as well as during earlier,
troubled days have particular significance). In sum, we are
satisfied that applicant currently possesses the requisite good
moral character and fitness to practice law.

Applicant's application for admission to the Oregon
State Bar is allowed.

"An applicant shall not be eligible to apply for
admission to the Bar after having been convicted
of a crime, the commission of which would have led
to disbarment in all the circumstances present,
had the person been an Oregon attorney at the time
of conviction."

Unless otherwise specified, all references to RFA 3.10 in this
opinion are to RFA 3.10 (2002). RFA 3.10, in its present form,
omits the phrase "to apply."

"An applicant shall not be eligible to apply for
admission to the Bar after having been convicted of a
crime, the commission of which would have led to
disbarment in all the circumstances present, had the
person been an Oregon attorney at the time of
conviction."

"the lack of 'good moral character' may be established
by reference to acts or conduct that reflect moral
turpitude or to acts or conduct which would cause a
reasonable person to have substantial doubts about the
individual's honesty, fairness and respect for the
rights of others and for the laws of the state and the
nation. The conduct or acts in question should be
rationally connected to the applicant's fitness to
practice law."